Business context and reporting period
Option Care Health, Inc. reported on October 5, 2026 that it had entered into a merger agreement with Onyx Bidco LLC and its subsidiary, Onyx Merger Sub, Inc. The investor group comprises affiliates of Clayton, Dubilier & Rice and McKesson. The company would become a wholly owned subsidiary of Parent if the merger closes. The report was signed October 6, 2026.
Transaction terms and key financial information
- Eligible common stockholders would receive $32.05 in cash per share, without interest, subject to customary exclusions and appraisal rights.
- Options with exercise prices below $32.05 would be cashed out for their in-the-money value; options at or above that price would be cancelled without consideration. Vested RSUs would be cashed out, while unvested RSUs generally convert to cash awards subject to existing vesting terms. Most PSUs would vest based on actual performance for completed periods and target performance for incomplete periods, then be cashed out.
- Financing commitments include $2.873 billion of equity and up to $3.15 billion of debt, plus up to $500 million in revolving credit commitments. The closing is not conditioned on Parent obtaining financing.
- The company may owe a $145.964 million termination fee in specified circumstances; Parent may owe a $291.928 million fee in specified circumstances.
- This 8-K does not provide operating-period data for revenue, earnings, cash flow, margins, debt, or liquidity. It is a transaction filing, not a results report.
Material changes and status
The proposed acquisition is a material change in the company’s ownership, but it had not closed as of the filing. The board unanimously approved the agreement and recommended that stockholders adopt it. Approval requires holders of a majority of outstanding shares entitled to vote. The company said it would file a proxy statement.
Conditions, outlook, and risks
Closing is subject to stockholder approval, expiration or termination of the HSR waiting period, specified healthcare regulatory waiting periods and approvals, and other customary conditions, including no prohibiting law or order. The agreement includes a termination date of October 5, 2027. The company is generally restricted from soliciting or negotiating competing proposals, subject to specified fiduciary-duty exceptions and notice and match-right provisions.
Risks identified include failure or delay in obtaining stockholder or regulatory approvals, termination fees, transaction-related costs or litigation, limits on business actions while the deal is pending, possible effects on share price and operating results, employee and customer retention, and management distraction. The filing provides no separate business outlook or earnings guidance.
Important facts for investors to verify
- Read the definitive proxy statement and merger agreement, including the full conditions, exceptions, and termination provisions.
- Track the stockholder vote and required antitrust and healthcare regulatory approvals, and whether the transaction closes by the termination date.
- Confirm how equity awards and any 2017 warrants are treated under the agreement.
- Review subsequent SEC filings for transaction developments, company operating results, and any changes to financing or risk disclosures.